MVB Financial Corp. (OTCMKTS:MVBF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 of the Current Report on Form 8-K as filed on December 21, 2017 (the “Original Report”) to state that the board of directors has been expanded to ten members instead of eleven as stated in the Original Report. All other information in the Original Report remains unchanged.

Item 5.02Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On December 19, 2017, the Board of Directors of MVB Financial Corp. (“MVB”) expanded the number of directors to ten and elected Daniel W. Holt as a director, subject to the approval of the shareholders of MVB at the next annual meeting of shareholders, which is scheduled for May 15, 2018, to serve for a term to be defined at the same MVB annual meeting. Mr. Holt will serve as a member of the Finance Committee and Governance Committee of MVB, and also as a member of the Board of Directors of its subsidiary, MVB Bank, Inc. (the “Bank”) and its Information Technology Steering Committee.

Mr. Holt is Co-Founder and CEO of BillGO, Inc. (“BillGO”) a bill payment engine that offers real-time payments, revenue and automation to payment providers. Under his leadership, BillGO has become the top bill payments engine in the financial industry. After serving eight years in the U.S. Air Force, Mr. Holt held several leadership positions in Silicon Valley. For eight years, his team at HEIT built the leading cloud services company for the financial industry. Upon its acquisition, Mr. Holt led CSI’s technology and services as President and General Manager. During his tenure, CSI became the largest secure banking cloud for community banks and credit unions.

Mr. Holt has served on boards for Allied Payment Network, Dragnet Solutions and Community Funded, and he mentors students in Colorado State University’s Entrepreneurship Program. He earned certifications as a Project Management Professional, Certified Information Systems Security Professional and GIAC Systems and Network Auditor. He is also part of the Fed Secure Payments Task Force. Mr. Holt holds a bachelor’s degree from the University of Maryland and an MBA from Colorado State University.

On November 10, 2017, prior to being elected as a director of MVB, Mr. Holt purchased 5,500 shares of MVB at a price of $18.60 per share for a total of $102,300.00. In addition, MVB and the Bank have certain relationships with Mr. Holt and with BillGO, of which Mr. Holt is Co-Founder and CEO. Mr. Holt currently maintains certain deposit accounts with the Bank. Also, prior to Mr. Holt being elected as a director of MVB, the Bank established a letter of credit facility for BillGO, providing a standby letter of credit facility secured by a deposit account maintained by BillGO with the Bank. The letter of credit with BillGO and Mr. Holt’s deposit accounts were entered into in the ordinary course of business and on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. MVB’s management believes that these banking relationship do not involve more than the normal business risk of collection or include any unfavorable features. In July 2016, MVB invested approximately $300,000 in BillGO’s common stock. Additionally, on October 10, 2017, BillGO executed an unsecured convertible promissory note in favor of MVB in the aggregate principal amount of $300,000. The unsecured convertible promissory note, which is convertible upon the occurrence of certain specified events, bears interest at a rate of 6% per year and matures on March 31, 2019.

A copy of the press release is attached as Exhibit 99.1 to this Current Report.

About MVB Financial Corp. (OTCMKTS:MVBF)

MVB Financial Corp. (MVB) is a financial holding company. Through its subsidiaries, MVB Bank, Inc. (the Bank), MVB Mortgage and MVB Insurance, LLC, the Company provides community banking, mortgage banking, insurance and wealth management services to individuals and corporate clients in the Mid-Atlantic region. It operates through four segments: commercial and retail banking, mortgage banking, financial holding company, and insurance services. The Bank offers its customers a range of products, such as checking accounts, negotiable order of withdrawal (NOW) accounts, money market and savings accounts, time certificates of deposit, commercial, installment, commercial real estate and residential real estate mortgage loans, debit cards, and safe deposit rental facilities. The Bank provides services through its walk-in offices, automated teller machines (ATMs), drive-in facilities, and Internet and telephone banking. The Bank also offers non-deposit investment products.